7B Chapter 7 - Management and Administration [Section 88 to Section 122] See Name See Name 88 _| Register of Members, ete. 106 | Restriction on Voting Rights Declaration in Respect of Beneficial 88. | caeraat hoi Stare 107 | Voting by Show of Hands 90 _| Register of significant beneficial owners | 108 | Voting through Electronic Means: Power to Close Register of Members or 91 | DH or Other Security Holders deemed 92_| Annual Return i10_[ Postal Ballot 93__| Omitted Ti1_| Circulation of Members’ Resolution 94 | Place of Registers, Returns, ete. 112 Repr. of President & Governors in Meetings 95 _| Registers, etc., to be Evidence. 113 Repr. of Corporations at Coland ers meetings 96 _| Annual General Meeting 114 ‘Ordinary and Special Resolutions 97_| Power of Tribunal to Call AGM. 115 Resolutions Requiring Special Notice 98_| Power of Tribunal to call Meetings, etc. 116 Resolutions Passed at Adjourned Meeting 99 | Punishment for default u/s 96 to 98 uI7 Resolutions and Agreements to be Filed 100 | Calling of EOGM 18 ‘Minutes of 6M, BoD and Other Meeting and Resolutions Passed by Postal Ballot 101_| Notice of Meeting 119 ‘Tnspection of Minute-Books of GM 102 _| Statement to be Annexed to Notice 120) ‘Maintenance & Inspection of doc in e-form 103 | Quorum for Meetings 12h Report on Annual General Meeting 104 | Chairman of Meetings 122 | Applicability to OPC 105 | Proxies Form Purpose MGT-1_| Register of members of the company MGT-2 | Register of Debenture Holders or Any Othe Security Holders 'MGT-3 | Notice or change in the situation or discontinuation of a location where a foreign register is kept MGT-4 | Declaration by Registered owner of shares who does not hold the beneficial interest in such shares 'MGT-5_| Declaration by beneficial owner of shares but whose name is not entered in the register of members MGT-6 | Return to the Registrar in respect of declaration under Section 89 received by the Co MGT-7 | Anrwal Return (for companies other than OPC and small companies) MGT-7A | Annual Return (for OPC and small companies) MGT-8 | Certificate by a Company Secretary in practice MGT-11 | Appointment of proxy for a meeting M6T-12_| Polling paper in the meeting MGT-13_| Scrutinizer’s report to the Chairman pertairing to the poll of the meeting MGT-14_| Filing of company resolutions and agreements with the Registrar MGT-15_ | Form for filing report on the AGM Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters78 Introduction: Registers : Annual Return oo Section 92 - 94 MANAGEMENT & ADMINISTRATION) Reaacines oF Convening a ‘Meeting Section 103 - Section 88: Register of Members, ete (1) Every co. shall keep and maintain following registered in prescribed manner: a. register of Members (RoM) for each class of ES & PS held by member in or o/s India (MGT 1) b. register of debenture holders (DH) (Form MGT 2) ¢. register of any other securities holders (OSH) (2) Every register maintained u/ss (1) shall include an index of the hames included therein. Note - Maintenance of index is not necessary in case the number of members < 50, (3) Register + Index of beneficial owners (BO) maintained by depository = Deemed compliance of Act (4) Foreign Register: ‘+ If so authorized by AoA, co. may keep outside India (in prescribed manner) + apart of the register u/ss (1) called Foreign register + containing names and other particulars of members, DH, OSI or BO residing o/s India. Rule 7: Foreign Register (FR): Particulars Details File with RoC | Co, shall, within 30 days from date of opening of FR - File with RoC - Notice of situation of the office in Form MGT-3 + Fees Change in Th event of change in situation of of fice or discontinuance -Intimate within 30 situation days (MGT 3) FR= PR ER = Deemed part of principel register Inspection and | FR shall be open to inspection and may be closed, and extracts /copies may be advertisement | taken, in same manner, mutatis mutandis, as is applicable to principal register. for closing FR | Except that advertisement before closing FR shall be inserted in at least 2 newspapers circulating in the place wherein FR is kept. Entry inFR | After BoD approves allotment Transmit data | Company shall: toRO 4, transmit to RO in India a copy of every entry in any FR within 15 days of making entry: Stay tuned to the YouTube Channel - "Shubham Singhal” for last day revision of these chapters80 b. keep at such office a duplicate register of every FR duly entered up from time to time. Discontinue FR | Thereupon, all entries in that register shall be transferred to: * some other FR kept by the company outside India or + to the principal register. (5) Failure to maintain register u/s 88: Company ~ Penalty of Bs. 3 lakhs : OTD - Rs. 50,000 Rules relating to Register of Members: + Entry to be made within 7 days of date of BoD approval for allotment on‘transfer of shares * RoM shall be maintained at RO. However, SR in GM is passed to keep register at: © Any vtlver pluce within city, town or villeye ef RO ©. Any place within India in which » 1/10" of total members (as in ROM) Feside + Every co. limited by shares shall - maintain Rod in Form MGT=1 + Incase of co. not having SC, RoM shall contain following particulars w.rtweach member: co Basic details of members (name, address, e-mail, PAN omCIN) In case member is a minor, name of the guardian and DOB of member; Name and Address of Nominee: date of becoming member or date of cessation; amount of guarantee, if any: any other interest if any; and instructions, if any, given by the méimbe%w.r.t. sending of notices. + Changes, if any, in the status of members or:DH or OSH on account of death, insolvency or transfer of shares to TEPF or any. 6ther treason - Record such change in register Note: 1. Cana minor’s name be entered in| ROM? - No. Oniy legal guardian's name can be entered 2. Joint SHs may request the'to. to enter their names in RoM in a certain order, or execute transfers +o have their holding Split» with the result that part of the holding is entered showing the name of one holder aridhpart éhawing the name of anather However, itis nat passihle that name of only ane of the joint SH is written in RoM. The reason for this is that the articles of most companies provide thatiftthe case of exclusion of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the ROM i ‘ion it ‘icial Ir ii (1) Where name of person is entered in RoM as holder of shares but who does not hold beneficial interest (BZ) on it - Such person shall: + within 30 days of entry of name in RoM, in Form MGT 4 + make a declaration to the company specifying name and other particulars of beneficial owner (2) Every person who acquires a BI in share shall ‘+ within 30 days of acquiring such BI, «in Form MGT-5 Stay tuned to the YouTube Channel - “Shutham Singhal” for last day revision of these chaptersal + make a declaration to co. specifying nature of his interest, particulars of person in whose name shares are registered and other prescribed details (3) Where any change occurs in BT such shares, such person and BO shall - within 30 days from date of such change, make a declaration to the company in prescribed form. (4) Where declaration under this section is made to a company, the company shall: © make a note of such declaration in concerned register and shall © within 30 days of receipt of declaration - File a return in Form MGT - 6 with Registrar Fees (5) Where declaration required under this section is not made by BO - No rights in respect of such shares shall be enforceable by him or by any person claiming through him. (6) Notwithstanding thia aection, company to pay dividend to members (no'BO) (7) Penalty: Failure to make declaration to company - Rs. 50,000 + 200/day= Max ilakhs Failure of company to file MGT 6 - Co. + OID -Rs, 1,000/day ~-Max 5 lakhs (co) and 2 lakhs (OTD) Exemption ‘Trust created to set up Mutual fund, venture capitcl fund or other SEBT approved fund - Need not file ‘such declarations. ‘Section 90: Register of significant beneficial owners in a company Who is a significant beneficial owner (SBO)? [2(1)(h} *SBO" in relation to a reporting company means: + anindividual, ‘+ who acting alone or together, or through one/more persons or trust, ‘+ possesses one or more of the following rights or entitlements in such reporting co., namely: (i) holds indirectly, or together with any direct holdings, not less than 10% of the shares; (ii) holds indirectly, or together with any direct holdings, not less than 10% of voting rights; (ii) has right to receive or participate in not less than 10%, of the total distributable dividend in a FY through indirect holdings alone, or together with any direct holdings: (iv) has right to exercise, or actually exercises, significant influence* or control, in any manner other than through direct-holdinas alone: Note - If an individual does not hold any right indirectly under (i), (ii) or (iii) above - he shall not be considered to be SBO. (i.e., Indirect holdings are mandatory for becoming SBO) * Significant influence means power to participate, directly or indirectly, in financial and operating policy decisions of the reporting company but is not control or joint control of those policies Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters82 Legal provision (1) Every SBO shall make a declaration to the co., specifying the nature of his interest and other particulars, in Form BEN - 1 within 30 days of becoming SBO. (Ignore the provision of 90 days mentioned in ICAT Mat. It was transition provision) (2) Every co. shall maintain a register of SBO and changes therein in Form BEN-3 which shall include the name of individual, his date of birth, address, details of ownership and other prescribed details (3) The register maintained u/ss (2) shall be open to insnectian during business hours. at such reasonable time of not < 2 hours, on every working day, by ony member on payment of fee specified by company (not » Rs. 50 for each inspection) (4) Return of SBO: Every company shall file @ return of SBO of the company and changes therein in Form BEN 2 with the Registrar containing names, addresses and other prescribed details within 30 days of receipt of declaration from SBO in Form BEN -1 Note - Every co. shall take necessary steps to identify an individual who is a SBO in relation to the company and require him to comply with the provisions of this section. (6) A company shall give notice in Form BEN-4 to any person (whether or not a member) whom the company knows or has RGTB: (a) to bea SBO of the cos (b) to be having knowledge of identity of a $30 or another person likely to have such knowledge: (©) to have been a SBO of the company at any time during 3 years immediately preceding the date ‘on which the notice is issued, and who is not registered as a S80 with the company as required under this section. (6) Info. required by notice u/ss (5) - Concerned person to give within 30 days of date of the notice. (7) Apply to Tribunal ‘The company shall: apply to Tribunal within 15 days of expiry (@) where that person fails to of period specified in notice, for an order give info. within time ___, | directing that shares in question be subj. to specified therein; or + restrictions w.r.t. transfer of interest, (b) where info, given is not + suspension of rights attached thereto satisfactory, * other matters as may be prescribed (8) On application u/ss (7), Tribunal may, after giving OOBH to parties concerned, make such order restricting the rights attached with the shares within 60 days of receipt of application. (9) Co. or the person aggrieved by order of Tribunal may apply to Tribunal for relaxation or lifting of ‘the restrictions placed u/ss (8), within 1 year from the date of such order. Provided that - Tf no appin. made within 1 year - such shares shall be transferred to IEPF Authority ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters83 Penalty u/s 90: ‘Sub -section @®, @, (2) Failure Person fails to | Co. fails to maintain register or | Person willfully furnishes make declaration | allow inspection thereof false or incorrect info. or u/s (1) suppresses material info. Liable Person Company on) Such person shall be Penalty Rs. 50,000 Rs. 1 lakh Rs. 25,000 liable for action u/s 447 Continuing Failure [Rs.1,000/day | Rs. 500/day | Rs. 200/day Maodenum Re. 2 lake Re. 6 lakhs a. 1 lakh ‘Section 91: Power to Close Register of Members or Debenture-Holders or Other Security Holders. (1) A company may close the RoM or register of DH or OSH for any period, subject toi * Such period shall not exceed in aggregate 45 days in each year and not exceed 30'days at any one time * previous notice has to be given in prescribed manner of at least 7 days (or such lesser period as specified by SEBI for listed cos. or companies which intend to get theit securities listed) (2) In case of contravention u/ss (1), penalty shall be Co, and OLD - Rs. 5,000 for every day during which registenWas closed subject to max. Rs. 1 lakh. ‘Section 92: Annual Return Every company shall prepare a return containing the following details as on close of FY: er xexrcr0) ‘Members, DH, OSH RO, princial Biz Particulars of shares, debentures aac hae"aiice holding, associate or |} or other sec. and activities subsy (Group cos) Sh carte Previous FY y Pp Fs (Holders) Penalty on co, Promoter/Dir/KMP | | Meetings “6M, BOD, |) Remuneration of | | director or officers ‘and changes since Committee and pee uel Pe di PFY attendance details tector Pee Appeals Annual Return ‘Sign on Annual. Jie OPC & small co - AR to be signed by CS. Where there is no CS, by director Return + Other companies - By a director + CS (where no CS, by CS in practice) Form for AR | * Other companies - MGT -7 © OPC & Small Co- MGT - 7A ‘AR to be AR filed by’ certified by CS} Listed company in Practice * Co. having PUSC not less than 10 crore or turnover not less than 50 crore shall be certified by CS in practice in Form MGT - 8 stating that: + AR discloses the facts correctly and adequately and ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters34 * Company has complied with all the provisions of this Act. Place on website | AR on website of company and web-link thereof - Disclose in Bob's report File with RoC | Every co. shall file with the Registrar a copy of AR + Fees: [Section 96(4)] |+ within 60 days from date on which AGM is held or + where no AGM is held in any year, within 60 days from date on which AGM should have been held + statement specifying reasons for not holding AGM Penalty Co. fails to file AR within prescribed time, penalty of: Co, ~ Ps. 10,000 + Ps. 100/day upte max: Bs. 2 lalche OTD - Rs. 10,000 + Rs. 100/day upto max Rs. 50,000 Penalty on CS in | Tf CS in practice certifies the AR otherwise than in conformity withthe practice requirements of this section, he shall be liable to a penalty offs. 2\lakhs ‘tion 93: Omit tion 94: Place of keepi ‘Inspection of Registers, Returi (1) Registers u/s 88 and copy of AR filed u/s 92 shall be kept at the RO of the company. Provided that such registers or AR may also be kept af any other place in India in which > 1/10th of the total no. of members (as per RoM) reside, if approved by SR passed at GM (3 conditions - Such place is within India, more than 1/10" member reside and SR is passed) ‘The period for which such registers or AR shall be preserved is as shown below: Registers/Annual Return Preserve for? Custody RoW u/s 88 + Index Permanently C5 of co. or any other person auth. by Board Register of DH or other B years from date of redemption | CS of co. or any other security holders + Index. person auth. by Board Foreign Register Permanently, unless it is discontinued | CS of co. or any other and all the entries are trfd. to any —_| person auth. by Board other FR or to the principal register Foreign register of DH or any |8 years from date of redemption | CS of co. or any other other security Holders person auth. by Board ‘Annual returns prepared 8 years from date of filing with under section 92 Registrar. (2) Inspection of Registers, Indices and AR: The registers, indices and AR shall be open for inspection during business hours (at such reasonable time on every working day): + By members, DH or OSH - without any fees + By any other person - on payment of such fees as may be prescribed. Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters85 Note - Reasonable time of not less than 2 hours on every work day shall be considered by the co. (3) Extract or copies by ANY person: ‘Any member, DH, OSH or BO or any other person may— + take extracts from any register, or index or return without payment of any fee; or + require a copy thereof on payment of fees as per AoA (not > Rs. 10/page). Co. to provide copies within 7 days. (4) On refusal of any inspection or making extract er copy: ‘company and every OTD - Liable for each such default, to a penalty of Rs. 1,000/day,subject ‘to amax of Rs. 1 lakh during which the refusal or default continues. © C6 may also, by order, direct: © an immediate inspection of the document, or 2 that extract required chall forthwith be allowed to be takenby pehéon requiring it Section 95 - listers, etc., to be Evidence The registers, their indices and copies of annual returns maintained under sections 88 and 94 shall be prima facie evidence of any matter directed or authorised to be inserted therein by or under this Act. General Meetings. ‘Section 96: Annual General Meeting 1. Every company (other than OPC) shall, in each year, in addition to other meetings, hold AGM, and shall specify as such in the notices, and notymoré than.15mshall elapse between two AGMS Provided that - First AGM to be held within.9m of closing of first FY. Thereafter, within 6m from closing of each FY Provided further - If first AGM.i8 heldhas aforesaid - No AGM necessary in year of incorporation RoC may, for any special reasons, extend the time within which AGM (other than first AGM) shall be held by not > 3m 2. AGM shall be called during business hours (9AM to 6PM) on any day other than national holiday (as declared by C6)" Place of holding AGM: AGI Held at registered office or a7) AGM of unlisted co.-Held | | A&Mof Govt co. (82s137 some other place within city, mee Place in india if by | | sitv/town/village where RO town/village where RO is “ ALL peal vin odvence is situated or other place situate approved by CG. ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters86 tion 97: xr of Trit il to call A¢ 1. Notwithstanding anything contained in Act or AOA, in case of default in holding AGM u/s 96, Tribunal may, on appin by any member of co ~ call or direct calling of AGM & give such consequential directions. Provided that - Such directions may include that 1 member present in person or proxy shall be deemed to constitute a meeting. 2. GMheld u/ss (1) - Deemed AGM of company ‘Section 98: Power of Tribunal to call meeting af members. etc (applicable only for FGM Not AGM) 1. Other than AGM, if for any reason, itis impracticable to call a meeting or hold or conducha ‘meeting in manner prescribed by Act or AOA, Tribunal may, either: i. either suomotu, or ii, on application of director or member entitled to vote at the meeting, order a meeting of co. to be called, held and conducted in manner as Tribunal thinks fit, and give such ancillary directions as may be expedient. Provided that - Such directions may include that 1 member present in personor proxy shall be deemed to constitute a meeting 2. Any meeting held u/ss (1) - Deemed to be a meeting of compatiy. duly called, held and conducted tion 99: Power of Tribunal to call tine rs, Tf default is made in holding meeting u/s 96, 97 or 98 oF in\complying Tribunal's directions: Company and OID - Fine which may extend to Rs. 1Jakh. Continuing default ~ Further Rs. 5,000/day ‘Section 100: Calling of Extraordinary General Meeting (EM) 1. Board may, whenever it deems fit, call an EGM of the company. Place - EGM shall be held at a place.in India\(except in case of WOS of co. incorporated o/s India) 2. Board shall, at the requisitionmade by following, call an EGM of the company: Co. having share capital - Members Co. not having SC - Members having holding not lees than 1/10th of total not lece than 1/10th of total voting PUSC that carries voting rights power 3. The requisition madew/ss (2) shall: a. Set out.matters*for consideration at the meeting b. Signéd by requisitonists, and c. Sent to,RO of the co. 4, The Board shall a. Call for such meeting within 21 days from receipt of valid requisition b. Meeting to be called on a day not later than 45 days from date of receipt of valid requisition 5. On failure of board to call such meeting - Requistonists may themselves call and hold such meeting within 3m of date of requisition. Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters87 6. Meeting by requisitionists to be called, held and conducted in same manner as itis called and held by BoD 7. Reasonable expenses of such meeting shall be reimbursed to requistonists by company and such sum shall be deducted from remuneration u/s 197 of directors who were in default in calling the meeting. Rule 17: Call of EGM by Re roni 1, Such requisition has to be in writing or e-mode at least 21 clear days prior to proposed:date of FoM 2. Notice to specify place, date, day and hour of meeting and contain business to be transdcted thereon The meeting shall be convened at RO or in the same city or town where RO is situated on any day except national holiday 3. If proposed resolution is SR Give notice aa required u/s 114(2) The notice shall be signed by all requisitionists or by a requisitionist duly authorized in writing. 5. No ES needs to be annexed to notice for such EGM. They may disclose reasons for proposed resolutions at the meeting. 6. Notice shall be given to those members whose names appear iRoM within 3 days of receipt of a valid requisition by the co. 7. Where meeting is not convened, the requistionists Shll have.a right to receive: + list of members + their registered address and + number of shares held and ‘the co, is bound to give such informationas on 21" day from date of receipt of valid requisition form together with such changes, if any, beforeexpiry of 45 days from such receipt. ‘Mode of sending notice - Speed post or registered post or through e-mode. ‘Accidental omission to give notice to, or the:nton-receipt of such notice by, any member shall not invalidate the proceedings of the meeting. * oe Concept clarity check ‘Are the requistonists requited to specify reasons for the matters proposed to be considered? - No. Just stating the matfers'is'enough. Reasons not required. [LIC vs Escorts] Section 101: Notice of meeting: 1. GM maybe called by.giving not less than clear 21 days' notice in writing or e-mode - Manner prescribed Provided'that\M may be called after giving shorter notice if consent is accorded: Incase of AGM: In case of any other GM: By not less than | | a. Incase of co. having SC - Majority in numbers + 95% of members ‘representing not less than 95% of PUSC entitled to vote b. In case of co. not having SC - members having thereat not less than 95% of total voting power To calculate 21 clear days: - Exclude - Date on which notice is served AND date of meetin ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters88 2, Notice to specify place, date, day and hour of meeting and contain business to be transacted thereon 3. Notice to be given tor Every member of the co. (LR of deceased Auditors of the Every director of member or assignee of insolvent member) company, and ‘the company 4, Accidental omission to give notice to, or the non-receipt of such notice by, any member shall not invalidate the proceedings of the meeting Rule 1 des of Senc the se + Sending of notices through electronic mode (e-mode) has been statutorily recognized + “Electronic mode” means: + any communication sent by co. through authorized & secured computer'programme © capable of producing confirmation and + keeping record of such communication addressed to the person entitled tolneceive * at the last e mail address provided by the member. Notice may be sent through e-mail as a text, attachment or. URL. E-mail to be addressed to entitled person (as per records of depository) Co, to allow changing or adding email IDs at least once in a FY, Subject line of email - State the name of co., notice.of type of meeting, place and date. Place notice on website of co. and other website notified by, C6: Note Where notice is sent by post, it shall be deemed fa be SerVed at expiration of 48 hours after the letter containing the same is posted. (Refer Sec 20 of, chapter 2) larity che |. Can an individual director call for GM?=.No. Individual director 1s not authorized. Only BoU can. However, if individual director erids Up.calling, BoD can later, ratify the same. 2. Cos obligation to send notice shall bé satisfied when it transmits the email. Co. cannot be held responsible for transmission\of email beyond control. 3. Tf an entitled members fails to'provide email address to co.,co. shall not be in default for not delivering notice via email 4. Companies Act does not provide anything specific regarding condonation of delay in giving notice. Example: AGM to be held 6n 7" Nov. Notice was posted on 16" October. Is the notice valid or short? Answer - Notice is invalid as it is of only 19 clear deys. (because when posted on 16" Oct, it is deemed ‘to be served on 18 October i.e., 48 hours later) Stay tuned to the YouTube Channel - “Shutham Singhal” for last day revision of these chapters89 Section 102: Statement to be annexed to notice (Explanatory statement) 1. Astatement setting out following material facts concerning each item of special business shall be annexed to notice calling such meeting: ‘the nature of interest (Finance/otherwise) in respect of each other info and facts that may enable to items of understand meaning, scope and implication of items of business and take - every diector & manager - every other KMP = relatives of above decisions Where, as a result of non-disclosure or insufficient disclosure of interest (a8 Fequired above), if any benefit accrues to promoter, director, manager, KMP or their Felatives - They shall hold such benefit in the trust of the company + Liable ta compensata'the co, to extent of such benefit. Special business in AGM - In case of AGM, all business shall be deemed special, other than: [consideration of FS ae ‘appointing of ‘appointment of and | and reports of BoD tiie director in place of } fixing remuneration and auditors ‘those retiring of auditors Special business in EM - All business shall be deemed:tolbe special. Provided that: ‘+ Where any item of special businessifélates to or af fects any other company (say, A Ltd), + the extent of shareholding interest inthat other company (A Ltd) of} © every promoter, director, manager, if any, and oof every other KMP ofthe fifst mentioned company + shall be set out in the ES, if fot le8s than 2% of PUSC of that company (A Ltd) 3. Where any item of business refers to any doc, which is to be considered at the meeting, the time cand place where such dot canbe'inspected shall be specified in ES. Contravention - If default is made in complying with this section - Every promoter, director, manager, KMP er-theiprelatives who is in default - Liable to penalty which is higher of + Rsy50,000 or. + 5x the;amount of benefits accrued to such promoter, director, manager, KMP or their relative Summary of Ordinary vs Special Business: AGM EGM. Ordinary Business FS, Dividend, Director, Auditor None Special Business All, other than above All Note: ES not required for transacting ordinary business ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters90 tion 10: nt wr meetir 1. Unless articles provide for a larger number: a. In case of a public company: No. of members as on date of meeting ‘Members personally present Not more than 1,000 5 ‘More than 1,000 but up to 5,000 15 > 5000 30 b. In case of a private co. - 2 members persorally present 2. Tf quorum is not present within half an hour from appointed time: a. Meeting called by requisitionists u/s 100 - stands cancelled b. Other meetings - Adjourned to same day, next week at same time and place of such other date as board may determine. In.case of adjourned meeting or change of day, time or place of meeting’= the Company shall give not less than 3 days notice to members either individually or publish ad in newspaper (eng + vern) 3. Tf at adjourned meeting, quorum is not present within half an hour - Members present = Quorum Concept clarity check: 1. AOA can only provide for a larger number of quorum (i/e,, n6t less than number given in act) 2. Preference shareholder (PSH) shall not be counted foriquorum where the matter is such that it does not affect rights of PSH or where PSH areinot allowed to vote. 3. Incase where a person representing a body corporate. shareholder is present in meeting, he shall be considered as personally present (ie,, Say, Xiltdiis a SHin A Ltd. X Ltd. sent his representative ‘Mr. X in the 6M of A Ltd. It shall be considered personal presence) 4. One member representing 2 companies is counted as 2 members Proxies will not be included for the purpose of quorum. 6. Presence of a single member can never be'called as meeting (even if meeting is adjourned meeting) ‘Section 104: Chairman of meetings (NAA. to Pve. Co, (92+137) unless AoA of Pvt co. specifies otherwise) 1. Unless AOA provides otherwise»members personally present shall elect one of themselves to be chairman thereof or'a show of hands 2. If poll is demanded on election of chairman: + Chairman élected u/ss (1) by show of hands shall continue to be chairman until some other pefson is elected chairman by way of poll + Suchther person to be chairman for rest of the meeting. Additional points: ‘Chairman is a person who manages meetings and ensured decorum is maintained * Chairman has prima facie authority to decide all questions arising in the meeting * Chairman has casting vote in BM and GM (only if empowered by AoA) Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters91 Section 105: Proxies 1. Any member entitled to attend and vote at a meeting shall be entitled to appoint another person as a proxy to attend and vote on his behalf. Provided that proxy shall have no right to spenk at such meeting + entitled to vote only ona poll Provided further that: + Unless AoA provides otherwise, this sub-section - N.A. to co. not having SC + CG may prescribe classes of cos. whose members shall not be entitled to appoint'proxy + Limit - A person shall not act ae a praxy on behalf of members exceeding 50 and having prescribed no. of shares. Rule 19: Proxies 1. A member of sec 8 co. can only appoint ancther member ONLY of thé co. aSiproxy. 2. A persun cun uct us pruay un Lehull of members nut exveediiny 50 und Welding duyyreyute) not > 10% of total share capital of the company carrying voting rights, Provided that a person holding > 10% of SC may appoint a single person as proxy and such person shall not act as proxy for any other SH 3._Appointment of proxy shall be in Form MGT 11 Every notice calling for meeting, there shall appear with Fetsohable prominence a statement that - © amember entitled to attend & vote is entitled'to appoint a proxy, or one or more proxies (where allowed) and + that proxy need not be a member Default u/ss (3) - OID liable to penalty of'Rs.'5,000 4, Deposit of proxy farm: 48 hours before meeting, proxy ‘form orany other doc. necessary to show validity of such appt. shall be deposited with the cofpany (even if articles provide for longer period) Such instrument appointing proxy shall be in writing and be signed by: = oppointer oddly Gutherized attorney in writing or + if appointer'is BC - under its seal or be signed by an officer or duly authorized attorney 5. If invitations to appoint as proxy a person or one of a number of persons specified in the invitations‘are issued at the company's expense to any member entitled to notice of meeting and vote thereat ~ Every of ficer who issues or autherized such issue - Liable for penalty Rs. 50,000 Provided that - Officer not liable if such issue is at the member's request in writing 6. Aninstrument appointing proxy in Form MGT - 11 shall not be questioned on the grounds that it fails to comply with special requirements by the AOA oe tink ri Every member entitled to vote at the meeting - entitled to inspect proxies lodged. Provided that: Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters92 + Inspect during period - 24 hours before time fixed for commencement of meeting and ending with conclusion of meeting during business hours + Not less than 3 days’ notice in writing of intention given to co. Concept clarity check: 1. Incase where member and proxy both are present ina GM - The members have a right to revoke the proxy's authority by voting himself before the proxy has voted but once the proxy has voted the member cannot retract his authority 2. AoA provides that the proxy form should be received at least 60 hours before the GM. Is stich provision valid? - No! In no case the limit of 48 hours be increased. Voting [Sec 106 to 109} Section 106: Restriction on voting rights: 1. Notwithstanding anything contain in act, AoA mey provide that: ‘A member shall not exercise voting right in respect of the shares.registéred in hi name on which: call or other sum is unpaid * co. has exercised any right of lien 2. Except as specified above, a co. shall NOT prohibit member fom voting right on any other ground 3. In case of poll - Member (or his proxy) entitled to mor€ thanofé vote need not use all his votes or cast in the same way all the votes he uses. (ie., he can Splithis votes for an against same resoln) Voting in case of joint shareholders: ‘+ Unless AOA provides otherwise, joint shareholders must concur in voting ‘+ Incase of joint shareholder, voting is done in otder of seniority (determined on basis of order of name appearing in RoM which is as per the joint shareholders instruction) Note - A company can restrict voting tightin ‘case of unpaid calls or lien only if authorized by AoA Section 107: Voting by show of hands: 1. At any GM. resolution’put to.yote shall be decided by show of hands. unless poll is demanded u/s 109 or voting is carried out electronically. 2. Following shall ba conclusive evidence of fact of passing of resolution or otherwise: Declaration by chairman of passing of such resolution, and b. Entry to that effect in the minutes of the meeting Concept clarity.check: Can insolvent SH vote by show of hands? Yes (as long as his name appears in RoM, he is entitled) ‘Section 108: Voting through electronic means, CG may prescribe class(es) of cos. and manner in which member may exercise voting rights by e-means, Rule 20: Voting through e-means: 1._ Following cos. shall provide facility to vote by e-means: Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters93 ‘a. Every co. having listed its equity shares in a RSE and b. Every co. having >= 1000 members Provided that - Nidhi cos or institutional investors as per SEBI Regulations - Not required to provide such facilities 2. Companies providing facility of voting by e-means shall comply with following procedures: Particulars Detail Notice of | Tobe sent to- All members, directors and auditors mooting Made - Regictered past, speed pnct ar o-menns nr hy enurion servir® Place notice On website of - Company and Agency (NSDL/CDSL) Notice t/a. Co. is providing facility for voting by e-means state: b. That the facility - either EVS or ballot or polling paper shall also be made ovailable at the meeting ond members attending the meeting'who have not ulready cus! vole viu remule e-voliny shall Le uble tu ekercise, their right wl meeting ¢. Members who have cast vote by remote voting prior fo véeting may also attend meeting but not vote again Notice shall: | a. indicate process and manner for voting by e-means b. indicate time schedule including time period\during which the votes may be cast by remote e-voting: c. provide login ID details d. specify process for genercting password and voting in secure manner Publication in| Co. shall cause a publicnotice by way of advertisement - Immediately on dispatch newspaper _| of notices but at least 21,days'before date of GM in the following newspaper: * at least once in vernacular newspaper in the language of district where RO is situated and having wide'circulation in that district, + at least once in English newspaper having country wide circulation specifying the Following: 1. statement that business may be transacted by e-voting 2. date and time of commencement of remote e-voting 3, date and time of end of remote e-voting 4. ‘cutoff date (a date not earlier than 7 days before date of GM for determining eligibility to vote) 5D manner in which person who became members after dispatch of notice may ‘obtain login LD and password 6. the statement that: a. remote voting shall not be allowed beyond said date and time. b. manner in which co. shall provide for voting at the meeting ¢. member may participate in GM even after remote voting but not allowed to vote again d. person named in RoM as on cut of f date only - entitled to vote e._website of the co. ond agency Stay tuned to the YouTube Channel - “Shutham Singhal” for last day revision of these chapters94 F. name, designation, address, etc. of person responsible for grievances addressal Remote voting + Remain open for >= 3 days. Shall close at 5PM on date preceding date of GM. During such period - members holding shares in physical or demat form, as on cut-off date, may vote Vote once cast - cannot be subsequently changed ‘At the end - facility to be forthwith blocked Provided that - Tf aca deridos ta use the same FVS as used|in romate o- voting for voting during the GM, the said facility - The said facility, shall be operational till all resoluticns are voted upon in the meeting, Scrutiny * BoD to appoint one/more scrutinizers (CA, CS or Cosh Accountant, in practice ‘or advocate of any person not in employment + Person of repute) to scrutinize ‘the voting process in fair and transparent manner. Scrutinizer may take assistance of person ~Not an efiployee + well versed with EVS + scrutiniser shall be willing to be appointed and be.available for ascertaining requisite majority Chairman to allow voting at the'GM by use ofiballot or polling paper or by EVS. for those who didn't vote using remate'e-voting ‘Counting votes ‘Scrutiniser shall, immediately after conclusion of voting at GM: + first count votes cast afiGM, + thereafter unblock votes cast through remote e-voting in presence of at least 2 witnesses not in employment of co. and + make (within 3.days of:corclusion of GM), a consolidated scrutiniser's report of total votes. cast in favor or against, if any, to Chairman or a person authorised by himin writirg who shall countersign the same. + ‘Thereafter, Mor authorised person to declare result of voting forthwith; + Votes fo,remain secret till the votes are cast at GM Prevent dual votes To ensure that members who voted via e-voting do not vote again in GM — Schutinizer to have access to details of shareholders who voted but not the smianner in which they have cast their votes. Register on. oF assent/dissent received +> Scrutiniser to maintain a register (manually or electronically) to record assent or dissent received, mentioning particulars of name, address, folio number or client ID of members, number of shares held by them, nominal value and whether the shares have DVR; + Such register to remain in safe custody of scrutinizer till approval of minutes by chairman. Thereafter, hand over to company + Result of resolution ~ Place on website - Co + Agency + RSE (if listed) Deemed date of resolution Date of GM Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters95 Withdrawn | Resolution proposed to be considered through voting by e-means shall not be withdrawn ction 1 nd for poll Before or on declaration of result of voting on any resolution on show of hands: + a poll may be ordered to be taken by the Chairman on his own motion, and * shall be ordered to be taken by him on a demand made in that behalf: Tn case of co, having SC- Tn.case of other co By mambare prezent in perzon or proxy having s- By membere present in person 41/10th of total VP or holding shares in aggregate. or proxy having >= 1/10th of having PUSC >= Rs. 5 lakhs or higher amount prescribed total VP 2, ‘The demand for a poll may be withdrawn at any time by the persons who made the demand. 3. A poll demanded for adjournment of meeting or appt. of Chairman of meeting to be taken forthwith. 4, A poll demanded on any question other than adjournment/ appt. of chairman shall be taken at such time (within 48 hours fram time it was demanded), as Chairman of the meeting may direct Where poll is to be taken, the Chairman shall appoint such number of persons, as he deems necessary, ‘to scrutinise the poll process and votes given on poll and to report to him in manner prescribed. ES Chairman of the meeting shall have power to regulate the manner in which the poll shall be taken Result of poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken N Rule 21: Manner in which chairman shalliget thé poll process scrutinized: Chairman of the meeting shall engine the following: a. Scrutizers are provided with? ‘+ RoM, specimen signs of fiembers, attendance and proxy register +All documents pursuant to aec 108, 112 and 113 b. Scrutinizers to arange Polling papers (Form MGT-12) & distribute it to members & proxies present In case of joint SH ~ Give polling paper to first named holder (in his absence - joint holder) c. Scrutinizers to kéep record of the polling papes received in response to poll, by initialing it. d. Scrutinizers shall lock and seal an empty polling box in presence of members and proxies. e. Incase of ambiguity about validity of a proxy, Scrutinizers + Chairman to decide validity f. Ensure that if member (who has appointed proxy) has voted in person, proxy's vote disregarded. ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters96 9. Scrutinizer shall count votes cast on poll and prepare a report addressed to the Chairman. The report shall be in Form MGT 13. Such report shall be sign and submitted within 7 days from date of poll. Chairman to counter-sign the same. hh. Where voting is conducted by e-means u/s 108 and rules made thereunder, co. shall provide all the necessary support, technical and otherwise, to Scrutinizers in orderly conduct of voting and counting the result thereof. i Senutinizere’ repart chall state tatal untes enst, valid votes, vates in favaur andbagainés the resolution including the details of invalid polling papers and votes comprised therein. J. Chairman shall declare the result of Voting on poll. The result may either bé announced by him or a person authorized by him in writing ‘Section 110: Postal Ballot ‘As per Sec 2(65) - Postal ballot means voting by post or through e-mode (1) Notwithstanding anything contained in this Act, a company: shall, w.r-., such items of business may, in respect of any item, other than ordinary 1s CG may, by notification, declare business and any business in respect of which to be transacted only by means of Directors or auditors have right to be heard at postal ballot; and meeting, transact by means of postal ballot in such manner as may be prescribed, instead of transacting such business at a GM. Provided that any item of business required tobe transacted by means of postal ballot under clause (a), may be transacted at a GM by'a'Compary which is required to provide the facility to members to vote by e-means u/s 108, in the manner provided in that section. (2) If a resolution is assented to by'the requisite majority of SHs by means of postal ballot, it shall be deemed to have been duly passed.atia GM convened in that behalf. Rule 22: Postal Ballot: Particulars Detail Introduction | Where a.company is required or decides to pass resolution by postal ballot, - Send.notice to all SHs + draft resolution explaining reasons therefor and requesting them to send their assent or dissent in writing on a postal ballot because postal ballot means voting by post or through e-means within 30 days from the date of dispatch of the notice Notice of | To be sent to - All members, disectors-and-auditers meeting Mode - Registered post, speed post or e-means or by courier service Place notice | On website of company - Remain on website till last date of receipt of PB forms Publication in| Co. shall publish an advertisement about having dispatched the ballot papers, in: newspaper | «at least once in vernacular newspaper in the language of district where RO is situated and having wide circulation in that district, + _at least once in English newspaper having country wide circulation ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters97 specifying the following: 7. statement that business may be transacted by postal ballot including e-voting 8. date of completion of dispatch of notice 9. date of commencement of voting 10, date of end of voting 11, the statement that: a. postal ballot received beyond date is invalid and voting shall not-be_allowed heyand said date. and time. b. members who have not received the postal ballot forms may apply to.the eo. and obtain a duplicate thereof, 12, name, designation, address, etc. of person responsible for grievances addressal Serutiny + BoD to appoint onerimore serutinizers who @ not in employment te.serutinize the postal ballot process in fair and transparent manner’ + Scrutiniser shall be willing to be appointed and be available for ascertaining requisite majority * Postal ballot received back from SH shall be’kept in'safe custody of scrutinizer and after receipt of assent or dissent of the SH in writing on a postal ballot, no person shall deface or destroy the, ballot papen or declare the identity of the SH. + scrutinizer shall submit his report a5\s00n as possible after last date of receipt of postal ballots but not Jater than\Z days thereof Register of |» Scrutiniser to maintain a register (manually or electronically) to record assent assent/dissent | or dissent received, mentioning particulars of name, address, folio number or received client ID of members, number of shares held by them, nominal value and whether the shares have DVR: details of postal ballot defaced, if any ‘+ Such register (and other papers to remain in safe custody of scrutinizer till ‘approval of, minutes by chairman. Thereafter, hand over to company to preserve + Assent or dissent received after 30 days from the date of issue of notice shall be treated a8if reply from the member has not been received. + Resiilt.shall be declared by placing it on website of company Rule 20 « fo | Provisions of rule 20 regarding voting by e-means shall apply, as far as applicable, apply ‘mutatis mutandis to this rule in respect of voting by e-means Postal Ballot | Following items of business shall be transacted only by means of voting through a ONLY ostal ballot: Section Business 13, Alteration of object clause of MoA NA Alteration of AoA to insert or remove provisions which, u/s 2(68) are required to be included in AoA of private co. 12 ‘Change in place of RO outside local limits of city/town/village 13 ‘Change in object for which money raised from public 43 Issue of shares with differential rights 48 Variation in rights attached to class of shares Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters98 68 Buy-back 151 Election of a director 180__| Sale of undertaking of co. 186 | Giving loans, guarantees in excess of limit ‘Non- Provided further - OPC and Cos. having members up to 200 are NOT required to applicability _ | transact any business through postal ballot Section 1 t Resol 1. On requisition in writing by such number of members as u/s 100, a company shall: 4. give notice to members of any resolutions intended to be moved at the meeting, and b. circulate to members - any statement w.r.t. matters referred to in proposed resolution 2.A company shall not be bound u/ss (1) unless: ©. Copy of signed requisition 1s deposited at the RU: i. In case of requisition requiring notice of resolution - Not less than 6 weeks before meeting ii. Tn case of any other requisition - Not less than 2 weeks before meeting b. Along with requisition, deposit a sum reasonably sufficient to meet company's expense Provided that ~ If after the requisition requiring notice is deposited at the RO + AGM is called on a date within 6 weeks after deposit thereof - It shall be deemed to have been properly deposited, 3. Where, on an application by the co. or aggrieved person, and application is made to C6 and CG declares that rights in this section are being abused to secure needless publicity for defamatory matter - The co. shall not be bound to circulate any statement u/ss (1)(b) Note - Cost of such application to CG - CG may order requisitionists to pay such cost 4. Default - Co and OID - Penalty of Rs. 25,000. ‘Section 112: Representation of President. and Governors in Meetings (1) The President of India or the Governor of a State, if he is a member of a company, may appoint such person as he thinks fititowact as his representative at any meeting of the company. (2) A person appointed u/ss (1) Shall, be deemed to be a member and shall be entitled to exercise the same rights and powers, including the right to vote by proxy and postal ballot, as the President or, he Govertior could'exercise as a member of the company Concept clarity’ehetk: President of India appointed Mr. Lazy as his representative. However, Mr. Lazy, instead of going to ‘the meeting himiself, appointed Mr. Proxy to attend and vote on his behalf. Is Mr. Lazy allowed to appoint a proxy? - Yes. Mr. Lazy enjoys same rights as the president would and hence allowed to ‘appoint proxy. Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters99 ‘tion 113: Representation of Corporations at Meeting of i Creditor (1) A body corporate may: if it isamember of aCo. | by BoD resolution, authorise such person as it thinks fit to act asits representative at any meeting of the company if it is a creditor, including | By BoD resolution, authorise such person as it thinks fit to act as Debenture holder its representative at any meeting of any creditors (2) A person appointed u/ss (1) shall, be deemed to be a member and shall be entitled tolexercise the same rights and powers, including the right to vate by provy and postal ballat, an hehalfiof 2C which he represents as that body could exercise if it were an individual member, creditor or, DH, Section 11: Irdinary and Special Resolutions (1) A resolution shall be an OR if: + nolice hus Leen duly yiven und + itis required to be passed i.e., votes cast (show of hands or e-voting oF poll) in favour, including casting vote, if any, of CM, by members (perSonally or. via proxy where allowed), + exceed the votes, if any, cast against the resolution by members)'so.entitled and voting. (2) A resolution shall be a SR when— (@) the intention to propose the resolution as a SR has"been dilly specified in the notice calling the 6M or other intimation given to the members of the resolution: (b) the notice required under this Act has been duly given: and (©) the votes cast in favor (show of hands, poll of e-voting), by entitled members (in person or proxy or postal ballot) is not less than 3x number of votes, if any, cast against such resolution. Concept clarity check: 1. Tt isnot necessarily true that ordinary business require OR and special business require SR. Exumple ~ Tssue of equily shure will Jif ferential riyhis is w special Lusiness bul requires OR, 2. Whether 2 or more resolutions\can b@ moved together at the same time ina GM? - Yes, there is nothing illegal with the same. Except in case of resolution to appoint directors (Sec 162 requires one resolution for each director, multiple resolutions can be moved all at once. 3. At aGM, 40 members are present. 20 votes in favor, 5 voted against. 5 votes were invalid and 10 members abstained trom voting. Is SR passed? - Yes. Abstentions or invalid votes, it any, are not to be taken into.account. Section 115: Resolutions Requiring Special Notice ‘= Where, by any provision contained in this Act or in the articles of a company, ‘special notice is required of any resolution, ‘= notice of intention to move such resolution to be given to company by: ._members holding not < 1% of total VP or b. holding PUSC of prescribed sum (not » Rs. 5 lakhs) + and company shall give its members notice of the resolution in such manner as may be prescribed Rule 23 - Special Notice (SN) (1)_SN shall be signed (individually/collectively) ard given by such number of members holding: Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters100 ©. not < 1% of total VP or d. holding shares on which not < Rs. 5 lakhs has been paid up on the date of the notice. (2) Time period of sending notice - Notice to be sent to co. not earlier than 3 months but at least 14 days before date of meeting, exclusive of day on which the notice is given and day of meeting. Se 7. WIT 14 days: Date of meeting (3) Immediately on receipt of notice - Co. to give notice to its members of the resolution “Atleast 7 days before meeting (exclusive of date of dispatch and day of meeting) (4) Where it is not practicable to give notice u/ss (3) in same manner as notice of. GM - Publish notice in newspaper (english/vernacular) and post it on the website of company. (©) The notice shall be published at least 7 days betore the meeting, exclusive ot. the day ot publication of the notice and day of the meeting. As per Companies Act, special notice is required in following cases: ‘Section _| Provision 140 Appointment of auditor other than retiring auditor 169 [Removal of director ‘Section 116: Resolutions passed at adjourned meeting Where a resolution is passed at an adjourned mieeting of Company, shareholders or BoD - It shall be treated as having been passed on the date 6n which itwas in fact passed, and shall not be deemed to have been passed on any earlier date. Example: EGM dated - 23" Sept. Quontithebsent. Adjourned - 1 October. Two resolutions pasced in adjourned meeting. Effective date of resolution = 1* October (and not 23% sept) Section 117: Resolutions and Agreements to be Filed 1. The provision of this section shall apply to following resolutions and agreements: [SAB CA WPO] ae ae ‘agreement executed by co. related to Soe luton agreed toby | copintment re-opoitnent or variation of terms of MD. resolutions or agreements which have been agreed to by any class of members **Provided that - Any person shall NOT be entitled u/s 399 to inspect copies of such resolution ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters101 Provided further that - This clause is NA. to resolution passed to grant loans, etc. u/s 179(3)() in ordinary course of business (OCOB) by a banking company, NBFC or housing finance companies. 2. A copy of every resolution or agreement mentioned above along with ES u/s 102 (if any) - File with RoC in Form MGT 14 within 30 days of passing such resolution or making such agreement. Where such resolution or agreement has effect of altering AoA - Annex such resolution to every copy of AoA issued after passing such resolution/making agreement 3. Incase of failure to make. such filing with RoC. penalty: ‘Company Rs. 10,000 + Rs. 100/day after first ‘Max = Rs. 2 lakhs ‘OID Rs. 10,000 + Rs. 100/day after first ‘Max = Rs. 50,000 ‘Section 118: Minutes of proceedings of GM, Board Meeting and Resolutions passed by Postal ballot ie follow (@) The co, shall cause the minutes of the proceedings of Ju be prepured, signed und kept in the minute books (with pages consecutively numbered) within 30 days 6f the conclusion thereof: + GMof any class of SH or creditors + board meetings or meetings of any committee thereof, * resolutions passed by postal ballot (2) Minutes shall contain fair and correct summary of the proceedings: (3) Appointments made at any meetings shall be included in minutes (4) In case of meeting of BoD or committee thereof, the minutes shall also include: | { where a resolution is passed, the } names of dissenting directors { Names of directors present (5) The following matters shall not be included in the minutes which, in opinion of Chairman, is: detrimental to interest of co. irrelevant or immaterial ‘reasonably be regarded os to proceedings defamatory of any person (6) Chairman shall exercise absélution discretion w.r.t. inclusion or exclusion of any matter u/ss (5) (7) Minutes = Evidence of the\praceedings recording therein (8) Where miniutés'are kept as u/ss (1), until the contrary is proved, it shall be deemed that: + (Meeting have been duly called and held + Proceedings have duly taken place and resolutions duly passed + All appointments of director, KMP, etc. is vali. (9) No document purporting to be a report of the proceedings of any GM shall be circulated or advertised at company’s expense, unless it includes matters required by this section to be contained in the minutes of the proceedings of such meeting (10)Every co. to observe secretarial standard specified by Institute of CS of India ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters102 (11) Default under this section - Co. - Rs. 25,000 and OTD - Rs. 5,000 (12)Person found guilty of tampering with minutes - Jail upto 2 years AND Fine - Rs. 25k to Rs. 1 lakh Rule 25 - Minutes: 1. Distinct minute books shall be maintained for each type of meeting - GM of member, crs, BM, etc. Note - Resolution by postal ballot shall be recorded in minute of GM in which deemed to be passed 2. Minute af praceeding ta he entered into suich heak within 20 days af canclusian af meeting 3. In case of resolution by postal ballot, include the following in the minutes books within 30 days: (resolution proposed] (result of voting } (_ summary of scrutinizer's report 4. Fach page. of minute, book - Tnitialed and signed Last page of the record of proceeding shall be dated and sign Minutes of proceedings of BoD meeting or committee | By chairman of said meeting on chairman of next succeeding thereof meeting General Meeting By chairman of same meeting withinig0 days In event of death or inability of CM.-"@ director duly authorized by the Bob Resolution passed by By chairman of the BoD within 30 days postal ballot In event of there beingino CM or death or inability of CM- a director duly authorized by the BoD Preserving minute books: of General Meeting ‘of BoD or committee Kept at | RO enauch-plece-ecBeb-mey-decide | RO or such place as BoD may decide Preserve _| Permanently Permanent Custody | CS or director duly authorized by Bo _| CS or director duly authorized by BoD Note - In case of section'8 co)- the section shall not apply as a whole except that minutes may be recorded within 30 ays of Conclusion of every meeting (in case of co. where AoA provide for confirmation of miniites by circulation) ‘Section 119 Inspection of minute-books of GM: (1) Minute books of proceeding of any GM, Beb-meeting or of resolution by postal ballot shall be: a. kept at RO of the co. b. open to inspection by any member, without any charge, during business hours, subject to imposing reasonable restriction by AoA or in GM, However, not < 2 hours in each business day are allowed for inspection (2) On request to the co. + payment of fees as specified in AoA - Copy of minutes to be furnished to member within 7 working days. ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters103 As per Rules: ‘A member who hos requested for soft copy of minutes of any previous GM held during immediately preceding 3 FY shall be entitled to be furnished, with the same free of cost. (3) If inspection is refused or copy of minutes is not furnished - Penalty: Company -Rs. 25,000 ; OID - Rs. 5,000 (4) In case of such refusal or default, Tribunal may, without prejudice to action u/ss (3),by dFder: + direct an immediate inspection of the minute-books or + direct that the copy required shall forthwith be sent to person requiring it. Concept clarity check: Can a member authorize his friend to inspect minutes book on his behalf of himiby signing @ power of authority? - No, sec 119 does not provide for authorizing any one else to inspect the minutes book. Section 120: Maintenance and Inspection of Documents in Electronic Form Without prejudice to any other provisions of this Act, any doc., record, register, minutes, (DRRM): (a) required to be kept by a company; or (b) allowed to be inspected or copies to be given to any person By d'eomipany under this Act, may be kept or inspected or copies given, as the case may be, ine*form in prescribed form & manner. Rule 27: Every listed company or a company having »= 1000 SH, BH'and other security holders, shelt may maintain its records, as required to be maintained under the Act or rules, in electronic form. Rule 28: MD, CS or any other director or officer as BoD may decide - shall be responsible for maintenance of e-recerds Rule 29: Records in e-form shall be available for inspection in e-form (on payment not » Rs. 10/page) ‘Section 121: Report.on AGM: (1) Every listed public company shall prepare a report on each AGM including confirmation that the meeting was called, held and conducted as per provision of this Act and Rules (2) Report u/ss (1) shall be filed with Registrar within 30 days of conclusion of AGM in Form MGT 15. (3) Default u/ss (2) - Penalty: Company - Rs. 1 lakhs + Rs. 500/day after the first subject to maximum Rs. 5 lakhs OID - Not less than Rs. 25,000 + Rs. 500/day after the first subject to maximum Rs. 1 lakh Rule 31: a. Report u/s 121 shall be in addition to minutes of GM b. Report shall be signed & dated by CM and CS. In case of his inability of CM - Sign by 2 directors (IMD, if any) and CS Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters104 . Report shall contain following details: [A BOLD WCQ] day, date, hour and venue confirmation w.r.t. appt. of to. of Members of AGM (Details) Chairmen of AGM attending AGM: confirmation w-r.t compliance of the Act and Rules, secretarial {confirmation of Quorum} std. made there under w.r.t. conducting AGM: (Law) Business transacted and particulars w.rt any Adjournment, any Other result thereof: postponement of meeting, change in venue; } ( relevant points ‘Section 122: Applicability of this chapter to OPC: (6) Provision of Sec 98 and 100 to 111 -N.A. to OPC (7) In case of OPC, ordinary business at AGM shall be transacted as u/s (3) Business at AGM or EGM in case of OPC Business at BoD meeting in case of OPC For sec 114, any business which is required to be | Where there is only I director in BoD of OPC - any transacted at AGM or other GM by OR/SR - it business which is to be transacted at Bob shall be sufficient if, in case of such OPC: meeting, it shall be sufficient if, in case of OPC: + resolution is communicated by member to co., | » the resolution by such director is entered in + entered in minutes-book maintained u/s 118, minutes book maintained u/s 118 and + signed and dated by member and ‘+ signed and dated by such director and + such date shall be deemed to be the date of | * such date = deemed to be the date of Bob meeting for all the purposes under this Act meeting for all the purposes under this Act ‘Stay tuned to the YouTube Channel - "Shutham Singhal” for last day revision of these chapters